Take Solutions Ltd Directors Report.

Your Directors have pleasure in presenting the EIGHTEENTH Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2019.

1. Financial Highlights

Particulars Consolidated Standalone
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Total Income 20,497.48 15,936.54 563.08 352.44
Total Expenses 16,555.39 12,807.69 359.97 188.68
EBITDA 3,942.09 3,128.85 203.11 163.76
Depreciation & Amortisation 1,535.09 1,041.49 8.02 7.98
Profit before _nance cost and tax expenses 2,407.00 2,087.36 195.09 155.78
Finance cost 250.11 207.58 - 8.34
Tax expenses 372.97 281.17 21.14 (5.08)
Profit for the year 1,783.92 1,598.61 173.95 152.52
Profit Attributable to:
Shareholders of the Company 1,772.96 1,604.56 173.95 152.52
Non-controlling interest 10.96 (5.95) - -
Total other comprehensive income 316.69 163.89 (0.31) 2.15
Total comprehensive income attributable to:
Shareholders of the Company 2,089.64 1,768.31 173.64 154.67
Non-controlling interest 10.97 (5.81) - -
Opening balance of retained earnings 6,044.67 4,566.67 869.35 877.19
Amount available for appropriation 7,817.63 6,171.23 1,043.31 1,029.71
Appropriations:
Dividend on equity shares 233.71 131.12 236.69 133.24
Tax on dividends 49.11 27.87 48.37 27.12
Capital reserve - - - -
Merger/Acquisition/Investments 46.87 (32.43) - -
Closing balance of retained earnings 7,581.68 6,044.67 758.25 869.35
Earnings Per Share 12.13 12.19 1.18 1.14
Equity Shares (in numbers)* 146.14 145.88 147.93 147.93

* As per Ind-AS 102 for employee share-based payments, shares allotted to Trust but not transferred to employees is required to be reduced from share capital and reserves. Out of 2,400,000 equity shares allotted to Trust, 602,277 shares have been exercised by employees up to March 31, 2019.

2. Financial Performance

During the year under review, your Company earned a Consolidated Revenue of H20,497 Mn with an EBITDA margin of 21% (Adjusted) as compared to H15,937 Mn with EBITDA of 20% in the financial year 2017-18.

The Company, during the year, had a Standalone Revenue of H563.08 Mn with an EBITDA margin of 36% compared to H352.44 Mn with EBITDA margin of 46% in the financial year 2017-18.

3. Dividend

The Company continued its practice of distributing consistent dividend during the financial year, consisting of:

• 1st Interim Dividend of H0.30/- per Equity Share (30%), declared at the meeting of the Board of Directors of the Company, held on October 30, 2018.

• 2nd Interim Dividend of H0.30/- per Equity Share (30%), declared at the meeting of the Board of Directors of the Company held on February 13, 2019.

The aforesaid Interim Dividends were paid on November 23, 2018 and March 08, 2019 respectively. Your Directors are now pleased to recommend a final Dividend of H0.40/- per Equity Share (40%), which shall be payable on approval of the shareholders at the ensuing Annual General Meeting. The total dividend including Interim Dividends for the Financial Year amounts to H1/- per Equity Share (100 %). The total cash outflow on account of Equity Dividend (inclusive of interim dividends already paid), and Dividend Distribution Tax amounts to H282.82 Mn.

The Register of Members and Share Transfer books will remain closed from Saturday, August 03, 2019 to Thursday, August 08, 2019 (both days inclusive) for the payment of dividend. The Annual General Meeting has been scheduled on August 08, 2019.

4. Share capital

During the year under review, the Company has not made any further issue of shares, the paid-up share capital of the Company stood at H147,934,000 (147,934,000 shares of H1 each) as at March 31, 2019. There is no change in the paid-up share capital as compared to the figure as at March 31, 2018.

5. Transfer to general Reserve

During the year under review an amount of H0.50 Mn was transferred to General Reserve. The transfer is on account of Employee Stock Option Scheme when exercised/ lapsed by employees during the year. Apart from this no other amount has been transferred from Profit and Loss to General Reserve.

6. Transfer to Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), the amount which remained unpaid or unclaimed for a period of seven (7) years has to be transferred by the Company to Investor Education and Protection Fund ("IEPF") established by the Government of India. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, unclaimed amount of H305,218 which remained unclaimed from 2010-11 has been transferred to IEPF account within the specified timeline. Further, 7,031 corresponding shares were also transferred as per the requirement of the Rules. The unpaid dividend pertaining to the dividend declared for the Financial Year 2011-12, 2012-13 (first interim) and 2012-13 (second interim) shall be transferred to IEPF on October 13, 2019, December 15, 2019 and March 22, 2020 respectively. Details of unclaimed dividend as on March 31, 2019 has been provided under the Corporate Governance Report that forms part of this Annual Report.

Members who have so far not encashed their dividend warrant(s) or those yet to claim their dividend amounts may write to the Company Secretary/Companys Registrar and Share Transfer Agent (M/s. Link Intime India Private Limited).

7. Holding Company

TAKE Solutions Pte Ltd, Singapore, the Holding Company continues to retain substantial equity in your Company and its present Equity Holding is 57.83%.

8. Subsidiaries

The details of subsidiaries have been covered under the Corporate Governance Report in Annexure 1 to this report.

A. Disinvestment:

During the year, Company disposed its supply chain unit, TAKE Supply Chain in Austin USA held by Navitas Inc, a Wholly Owned Subsidiary, to ESM Capital, LLC, USA on September 28, 2019, for a consideration of USD 3.25 Mn.

B. Acquisition:

The Company acquired two US based entities namely KAI Holdings Inc, a CRO & health research company and Dataceutics Holdings Inc, a specialty Clinical Functional Service provider for a consideration of USD 27 Mn and USD 45 Mn respectively.

C. Merger:

1. Navitas Life Sciences Inc, USA, a Wholly Owned Subsidiary merged into Navitas Inc, USA, a Wholly Owned Subsidiary, with effect from February 25, 2019

2. Astus Technologies Inc, USA, TAKE Dataworks Inc, USA and TAKE Synergies Inc, USA, Wholly Owned Subsidiaries merged into TAKE Innovations Inc, USA, a Wholly Owned Subsidiary with effect from February 22, 2019

3. KAI Holdings Inc and Dataceutics Holdings Inc, merged with Navitas Inc, USA and TAKE Innovations Inc, USA, respectively with effect from May 06, 2019.

9. Change in Nature of Business, if any

There was no change in the nature of business of the Company during the financial year ended March 31, 2019. However the Company has re-classified its business activity from Computer Programming, Consultancy and Related Activities (NIC Code : 620) to Scientific Research and Development (NIC Code: 72), so as to represent the main area of activity of the Company.

10. Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in accordance with the provisions of Sec 129(3) and Schedule III of the Companies Act, 2013 and Indian Accounting Standards ("Ind-AS"), and other recognized accounting practices and policies. The Consolidated Financials are also available at the website of the Company www.takesolutions.com.

Financials of the Company

The detailed Balance Sheet and Statement of Profit and Loss (both Consolidated and Standalone) are provide along with this Annual Report and are also available at the website of the Company at www.takesolutions.com.

Financials of Subsidiaries

The financial statements of the subsidiary Companies are available for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its subsidiary companies to the shareholders upon request. However, as required, the financial data of the subsidiaries have been furnished as per Section 129(3) in Form AOC-1, forming part of the Annual Report.

11. Directors

The Composition of the Board is governed by the applicable laws and regulations and Articles of Association of the Company.

The Board consists of persons of professional expertise and experience in technical, financial and operational segments who provide leadership and guidance to the management. None of the Directors of your Company are disqualified as per Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and Listing Regulations.

A) Directors retiring by rotation

Pursuant to Section 152 of the Companies Act, 2013, read with Article 60(iv) of Articles of Association of the Company, Mr. Seshan Srinivasan S (DIN 00014652), Non- Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

A brief profile of Mr. Seshan Srinivasan is provided below: Mr. Seshan Srinivasan, a Mechanical Engineer with an MBA from IIRM, Anand. He is also a Cost & Management Accountant. He has overall managerial experience of 28 years with 19 years in the pharmaceutical industry, with proven ability to set up businesses and achieve both organic as well as inorganic growth. He is currently the Co-founder and Vice Chairman of Eywa Pharma.

Mr. Seshan Srinivasan does not directly hold any shares in the Company.

B) Re-appointment of Mr. Narayanan Kumar (DIN 00007848), Mr. Rangaswamy Sundararajan (DIN 00498404) and Mr. Ganesan Raghuram (DIN 01099026) as the Additional Director (Independent Category)

The Board of Directors, in its meeting held on March 28, 2019, approved the appointment of Mr. Narayanan Kumar (DIN 00007848), Mr. Rangaswamy Sundararajan (DIN 00498404) and Mr. Ganesan Raghuram (DIN 01099026) as the Additional Director (Independent Category) of the Company for a period of five (5) years with effect from April 01, 2019. The Board recommends the re-appointments of the said Independent Directors and it is subject to the approval of the Shareholders. A brief profile of the Directors are provided below:

a) Mr. Narayanan Kumar

Mr. Narayanan Kumar is the Vice Chairman of The Sanmar Group, a multinational US $ 1 billion conglomerate headquartered in Chennai, India with manufacturing facilities in India, Mexico and Egypt.

He is also the Honorary Consul General of Greece in Chennai.

As a spokesman of Industry and Trade, he had been a President of Confederation of Indian Industry (CII) and participated in other apex bodies. He is also the President of the Indo-Japan Chamber of Commerce & Industry.

Mr. Narayanan Kumar is on the Board of various public companies and carries with him over four decades of experience in the spheres of Electronics, Telecommunications, Engineering, Technology, Management and Finance.

Mr. Narayanan Kumar has a wide range of public interests going beyond the confines of corporate management in areas of health, social welfare, education and sports. He is the President of Bala Mandir Kamaraj Trust and Managing Trustee of The Indian Education Trust which runs two Schools. He is an avid golfer and a patron of cricket and tennis. Mr. Narayanan Kumar is an Electronics Engineering Graduate from Anna University, Chennai and a fellow member of the Indian National Academy of Engineering. He is also a fellow life member of The Institution of Electronics and Telecommunication Engineers.

Mr. Narayanan Kumar does not directly hold any shares in the Company.

b) Mr. Ranagswamy Sundararajan

Mr. Rangaswamy Sundararajan aged 71 years, is associated with the Company from April 01, 2007. He is a Mechanical Engineer from Jadavpur University and an MBA from Indian Institute of Management (Ahmadabad). He is a Chartered Engineer and an Associate of Insurance Institute of India.

He has had around 26 years experience in Pharmaceutical Industry of which 16 years was a CEO role and 6 years as a Management Consultant. He has experience of 6 years as a Loss Assessor for General Insurance Industry in India specializing in Fire and Consequential Loss Insurance.

Mr. Rangaswamy Sundararajan holds twenty five thousand three hundred and seventy (25,370) shares in the Company.

c) Mr. Ganesan Raghuram

Mr. Ganesan Raghuram has been Director, IIM Bangalore, since February 2017. Prior to taking over as Director of IIM Bangalore, he was Professor and Chairperson of the Public Systems Group at IIMA. He has been Dean (Faculty), IIMA, Vice-Chancellor of the Indian Maritime University and Indian Railways Chair Professor.

He specializes in infrastructure and transport systems, and logistics and supply chain management. He conducts research on the railway, port, shipping, aviation and road sectors. He has published over 35 refereed papers in journals and written over 160 case studies. He has published six co-authored books. He was awarded (i) ‘Life-time Achievement Award for Transport Excellence, by Mahindra and Mahindra, supported by Ministry of Road Transport and Highways in 2018 (ii) ‘MC Puri Memorial Award for contribution to Operational Research in India in 2016 (iii) ‘Lifetime Achievement Award for contribution to Logistics and Infrastructure by EXIM News in 2014 and (iv) ‘Academician of the Year by the Chartered Institute of Logistics and Transport in 2012. He is a Fellow of the Operational Research Society of India, and Chartered Institute of Logistics and Transport. He has teaching experience at universities in India, USA, Canada, Yugoslavia, Singapore, Tanzania, UAE and Japan.

Mr. Ganesan Raghuram has a BTech from IIT, Madras; a Post Graduate Diploma in Management from IIM, Ahmedabad; and a PhD from Northwestern University, USA.

Mr. Ganesan Raghuram does not directly hold any shares in the Company.

C) Re-Appointment and Remuneration of Mr. Srinivasan H R as the Managing Director

The tenure of Mr. Srinivasan H R, Managing Director of the Company expired on March 31, 2019 and his reappointment was approved in the Board meeting held on March 28, 2019, for a period 3 (three) years with effect from April 01, 2019. The Board recommends his appointment, subject to the approval of the Shareholders, in the Annual General Meeting.

A brief profile of Mr. Srinivasan H R is provided below: Mr. Srinivasan H.R., fondly known as Sri, is the Vice Chairman & Managing Director of TAKE Solutions and a member of its Board of Directors. He brings 28 years of experience in Supply Chain Management and General Management. Sri started his career as a Civil Servant in the Government of India. Post that, he successfully held several leadership roles including Executive Director of the Shriram Group, Managing Director of Sembcorp Logistics, Singapore, Managing Director of Temasek Capital, Singapore among others. He has served both on the State and Regional Councils of the Confederation of Indian Industry. He has also served as the Past President of TiE (The Indus Entrepreneurs), Chennai Chapter. In 2008, Sri was conferred with the CII Connect – "Entrepreneur of the Year" and the CII Tamil Nadu "Emerging Entrepreneur" award in 2010. He is a member of the YPO (Young Presidents Organisation). Mr. Srinivasan H R holds one lakh and thirty five thousand (1,35,000) shares in the Company.

D) Re-appointment of Ms. Uma Ratnam Krishnan:

The term of Ms. Uma Ratnam Krishnan as an Independent Director expires on November 11, 2019 and the management proposes to re-appoint her subject to the approval of the Shareholders in the Annual General Meeting.

A brief profile of Ms. Uma Ratnam Krishnan is provided below: Ms. Uma Ratnam Krishnan has diverse experience of 27 years in the Financial Services sector. Over the last 13 years, she has been part of senior leadership teams - conceptualizing, providing strategy and vision, setting up and managing full-fledged independent businesses and initiatives. Her most recent senior leadership role has been in Royal Bank of Scotland (RBS) in the UK. Prior to this, she served as Director for the Global Operations Hub for Retail, Corporate and Commercial operations at RBS. Ms. Uma Ratnam Krishnan has been successful in building and leading businesses with large cross functional and geographically diverse teams. She has also served as the CEO of Optimus Global Services (a Polaris Software BPO). Qualified from IIM Bangalore, her initial stint with the Indian Foreign Service was succeeded by roles in the banking sector in ANZ Grindlays Bank and HDFC Bank.

Ms. Uma Ratnam Krishnan does not directly hold any shares in the Company.

12. Report on Corporate Governance

Our Company strives to maintain high standards of Corporate Governance in all our interactions with our stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015. A separate section on Corporate Governance along with a certificate from the auditors confirming the level of compliance is attached and forms part of the Boards Report as Annexure 1.

13. Declaration by Independent Directors

All Independent Directors of the Company have given declaration under Section 149(7) of the Companies Act, 2013 and and clause (b) of sub-regulation (1) of regulation 16 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations, 2015. Further confirming that they are in compliance with the criteria laid down in the said section as well as Regulation 25 of the Listing Regulations for acting as an Independent Director of the Company.

In addition to the declaration by Independent Directors, pursuant to regulation 34(3) and schedule V para-C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from a Company Secretary in Practice that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is attached and forms part of the Boards Report as Annexure-2B.

14. Number of Board Meetings

A calendar of Meetings is prepared, finalized and circulated in advance to the Directors. The Board of Directors met 6 (six) times on May 17, 2018, August 10, 2018, October 30, 2018, December 17, 2018, February 13, 2019 and March 28, 2019, during the financial year 2018-19. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. Familiarization Programme

The Board Members are provided various updates and presentations with respect to Companys business and operations, its future plans and outlook and other important developments, from time to time. Subject matter experts from the organization also provide regular updates to the Board Members regarding various developments. These details are covered under various minutes and records maintained by the Company. Details regarding Companys business, operations and other requisite information may be found at the Companys website www.takesolutions.com/index.php/investor-relation.

16. Evaluation of the Boards Performance

The Board has carried out an evaluation of Directors as well as evaluation of Board and Committees as required under the provisions of the Companies Act, 2013, and Regulations 17 & 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation process was carried out based on various criteria including, inter-alia, Directors attendance, participation in Meetings, engagement with the management in making decisions, understanding of the Companys business and that of the industry and guidance provided to the Company to follow the best industry practices.

The Independent Directors reviewed the performance of the Non-Executive, Non-Independent Directors and the Board as a whole, as well as the performance of the Chairperson of the Company, taking into account the views of the Executive Directors and Non-Executive Directors. At the meeting of Independent Directors held on March 28, 2019, they, inter alia, assessed the quality, quantity and timelines of flow of information between Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors were also evaluated by the Board based on the professional conduct, roles responsibilities etc. as specified in Section 178 read with Schedule IV to the Companies Act, 2013. The evaluation of the Board as a whole was based on composition and statutory compliance, understanding of business risks, adherence to process and procedures, overseeing managements procedures for enforcing the organizations code of conduct, ensuring that various policies, including the whistle blower policy of the Company were in force and actions taken as appropriate. The outcome of Board evaluation was discussed by the Nomination and Remuneration Committee and the Board at their meetings held on May 16, 2019.

17. Changes in Key Managerial Personnel

During the year under review, there is no change in the Key Managerial Personnel of the Company.

18. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Alagar & Associates, Practicing Company Secretary, to carry out the Secretarial Audit for the financial year ended March 31, 2019. The Secretarial Audit Report is provided as Annexure 2 hereto.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, pursuant to the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Annual Secretarial Compliance Report issued by M/s. Alagar & Associates, Practicing Company Secretary is provided as Annexure 2A hereto.

19. Auditors

M/s. GD Apte & Co, Chartered Accountants was appointed as the Statutory Auditors of the Company for a period of five years commencing from 16th Annual General Meeting till the conclusion of 21st Annual General Meeting.

The Auditors Report does not contain any qualification, reservation or adverse remark.

20. Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its employees or officers, details of which would need to be mentioned in the Boards Report.

21. Internal Audit

The internal audit was carried out by the Chief Internal Auditor of the Company. The reports of the Internal Auditor along with comments from the management are placed for review before the Audit Committee. The Audit Committee in consultation with the Statutory Auditor also scrutinizes the audit plan and the adequacy of the internal audits.

22. Internal control system

The Company follows a detailed process of Internal Control System. The financial and operational controls are firmly built in with these internal processes which are documented. All these processes are clearly communicated to all team members and can be easily accessed in the internal quality management systems. These controls are continuously monitored and gaps if any are identified and new or improved controls are implemented as and when required.

23. Adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records.

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

24. Risk management

The Company has implemented a sustainable Risk Management framework that provides timely & accurate decision, support and create an environment where every employee is an integral part of risk management. The Chief Risk Officer of the Company who is part of the Risk Management Committee monitors the framework and presents to the Audit Committee a quarterly report on the updates of the risk management and mitigation. The committee has evolved and identified various risks pertaining to the industry in which the Company operates. Mitigation measures for those identified risks are prepared in consultation with the employees of the Company. The prioritised risk lists are reviewed and action plans are drawn up to mitigate the same.

25. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future

There are no significant and material orders passed by the Regulators or Courts or Tribunals that may have an impact for the Company as a going concern, and/or Companys operations in the future.

26. Extract of the Annual Return

The extract of the Annual Return under Section 92(3) of the Companies Act, 2013 is provided as Annexure 3 to this report.

27. Related Party Transactions

The Audit Committee had reviewed all related party transactions that were entered into during the financial year and found them to be on arms length basis and in the ordinary course of business. As required under the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 & Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee had given its prior omnibus approval at the beginning of financial year for foreseeable related party transactions.

There were no materially significant related party transactions made by the Company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The disclosure pertaining to the same has been provided in Form AOC-2 as Annexure 4.

All Related Party Transactions as required under applicable Accounting Standards are reported in Note 24 - Notes to Accounts of the Standalone financial statements of your Company.

The Policy on related party transactions as approved by the Board is uploaded in the Companys website at www.takesolutions.com/images/corporate%20governance/ policy-on-related-party-transactions.pdf.

28. Particulars of loans, guarantees or investments

During the Financial Year under review, the Company provided loan amounting to H1028.26 Million to its wholly owned subsidiary M/s. Ecron Acunova Limited and H121.24 Mn to TAKE Solutions Global Holdings Pte Ltd.

During the year under review the Company has not availed any loan.

During the Financial year the Company has not made any investment. In addition, the Company has converted its loan amount of US$ 20.46 Mn provided to TAKE Solutions Global Holding PTE LTD, Singapore (a Wholly Owned Subsidiary) on various dates into equity shares of SGD Shares 3.60 Mn at a rate of SGD 7.7213 per share.

29. Material changes and commitments, if any, a_ecting the financial position of the Company

There are no material changes or commitments affecting the financial position of the Company, which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

30. Deposits

During the year under review, the Company has not accepted any deposits either from the shareholders or public within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.

31. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place, a Policy on Prevention of Sexual Harassment ("POSH") and an Internal Committee ("IC/POSH Committee") has been duly consitututed in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Familiarisation and sensitization programmes are conducted for employees at regular intervals. The Policy is available in the intranet for access by employees. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year by the Companys POSH Committee.

32. Managements Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review, as per the provisions of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented separately, which forms part of this Annual Report.

33. Corporate Social Responsibility

The Company is committed to on-going contributions to the society through a comprehensive Corporate Social Responsibility ("CSR") framework. TAKE Solutions has contributed an amount of H8.1 Mn towards Healthcare;

Environment; Education & Sports during the FY 2018-19. Details of CSR Policy are available on our website, at www.takesolutions.com/index.php/investor-relation#corporate. The annual report on Companys CSR activities forms part of the Boards Report as Annexure 5.

34. Particulars of Employees

The ratio of remuneration of each Whole-Time Director and Key Managerial Personnel to the median of employees remuneration as per Section 197 of the Companies Act, read with Rule 5(1) of the Companies (Appointment of Managerial Personnel) Rules, 2014 forms part of the Boards Report as Annexure 6A. Pursuant to Section 197(12) of the Companies

Act, 2013, read with the Rule 5 of the Companies (Appointment of Managerial Personnel) Rules, 2014 no employee, employed throughout the financial year, has drawn a remuneration of more than H1.20 crores per annum and no employee, employed for part of the financial year, has drawn a remuneration of more than H8.50 lakh per month.

35. Policy on Directors & KMPs appointment and remuneration

The Nomination & Remuneration Committee has laid down a policy for appointment & remuneration of Directors and Key Managerial Personnel ("KMP"). The policy also provides for criteria to determine the qualifications, positive attributes, independence of a Director, recommend to the Board their appointment and remuneration for the Directors, Key Managerial Personnel and other employees. A copy of Nomination, Remuneration & Evaluation policy of the Company is provided as Annexure 6 to this Boards Report.

The Managing Director of the Company, during the financial year, did not draw any remuneration. The Independent Directors are paid Commission on the Net Profits not exceeding 1% of the Net Profits of the Company, in accordance with the provisions of Section 197 of the Companies Act, 2013. The Nomination & Remuneration Committee recommended the remuneration payable to the KMPs. A note on the remuneration policy is provided under Corporate Governance Report that forms part of this Annual Report. The disclosure pursuant to Companies (Appointment & Remuneration) Rules, 2014 are provided under

Annexure 6A.

36. Board Polices

The details of the policies approved and adopted by the Board are provided in Annexure 7 to the Boards Report.

37. Employee Stock Options Scheme

In accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, the excess of the market price of the underlying Equity Shares as of date of the grant over the exercise price of the option, including upfront payments, if any, is to be recognized and amortized on a straight-line basis over the vesting period.

During the current Financial Year, the Company in its Board Meeting held on May 16, 2018, granted 4,65,000 Equity Shares to its employees under TAKE Solutions Limited Employee Stock Option Scheme 2007. The options will start to vest on the employees of the Company from May 15, 2019 after a compulsory lock in period of 1 year.

38. Conservation of Energy, Research and Development, Technology Absorption

a) Measures taken to reduce energy consumption –

• Continual improvement of 9% efficiency by Optimal cooling of work areas and data centers, Preventive maintenance in the UPS and AC plant to ensure efficient working of the equipment, utilization of lights and stand- alone air conditioners only when required and disposal of HW obsolesces.

• TAKE corporate office is outfitted with LED lighting with controls programmed for usage and shut-off with manual override by using motion sensor in the cabins and meeting rooms. Cassette AC round flow of 360 air discharge for optimum energy efficiency and comfort. Motion Sensors have been placed in meeting rooms & Cabin areas to control the lighting usage effectively, by turn off the lights when no one is using the room helps to not waste excess energy and improve the environment. b) Technology Absorption –

• Your Company absorbs appropriate technology advancements in providing the best services to its customers.

• Adoption of cloud App security bundle on our O365 Mail service, which will provide sophisticated analytics to identify and combat cyber threats and enable us to control our data travel.

• Adoption of skype for business as an internal official communication tool along with Integrated reservation less audio conference bridge which allows participants to dial into Skype for Business meetings via multiple devices for the O365 users.

• Adoption of cloud manageable wireless APs which gives centralized control over wireless network of across all geographical locations NLS offices.

• Adoption of Secure Mail Gateway which protects organizations from ransomware, email spoofing, phishing, advanced malware and other threats with simple, open, automated, and effective security across the entire attack continuum.

• Imported technology (imported during the last three years reckoned from the beginning of the financial year) - Nil.

39. Foreign Exchange Earnings and Outgo

Total Foreign Exchange earned and used

Forex Earned:

For the financial year 2018-19: H84.48 Mn For the financial year 2017-18: H2,758.38 Mn

Forex Used:

For the financial year 2018-19: H1,319.86 Mn For the financial year 2017-18: H331.01 Mn

40. Business Responsibility Report

As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility Report has been prepared for the FY2018-19 and the same is available at www.takesolutions. com/index.php/investor-relation.

41. Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

We thank our investors, customers, vendors, bankers, Regulatory and Government authorities, Reserve Bank of India, Stock Exchanges and business associates for their assistance, support and cooperation extended. We place on record our appreciation for the committed services of all our employees.

By Order of the Board
Sd/- Sd/-
Srinivasan H.R. D.V. Ravi
Place: Chennai Managing Director Director
Date: May 16, 2019 DIN: 00130277 DIN: 00171603